EXHIBIT 10.8.1 - Customs Clearance - ZAO Cargo (2010) (Redacted)
CONTRACT FOR CUSTOMS CLEARANCE SERVICES

For non-residents of the Russian Federation

No. 0183/00-10-058-__

St. Petersburg

June 1, 2010

ZAO Cargo Terminal Pulkovo, a close joint-stock

"company (hereafter "the Customs Broker"), 

as the represented Director K.Sandona  

acting on the basis of Charter

on the one hand, and  BALTIA AIRLINES INK

hereafter "the Declarant", as represented by director

Igor Dmitrowsky, acting of the basis of Charter ,

 on the other hand (hereafter "the Parties") ,  

have entered into this Contract in witness of the following:

1. SUBJECT OF THE CONTRACT

1.1. The Customs Broker shall, on behalf, on the instructions and  at  the  expense  of  theDeclarant, perform  or provide  performance  of a set of services for  customs  clearance  of theDeclarant's  cargos  at the Pulkovo Customs Office.

1.2.  The  status  of  the  «Customs broker»  (No. 0183/00  of  18.03.2004  in  the  CustomsBrokers register) is in compliance with the requirements of the effective customs laws of the RF.

1.3. The Declarant shall provide the cargo and all necessary cargo documentation, and pay theCustoms Broker a compensation in the amount, procedure,  and instrument as provided by theterms hereof.

2.      RESPONSIBILITIES OF THE PARTIES

2.1. The Customs Broker shall:

2.1.1. Provide timely and high-quality customs clearance of the Declarant's cargoes on the basisof the Declarant' s written application of the established form (Appendix 1).

2.1.2.  Provide customs clearance of the Declarant's cargoes, submit documents and additionaldata necessary for customs clearance to the customs authority, present the Declarant during thecustoms inspection of the declared goods . The dates and procedure  of customs clearance shallbe regulated by the requirements of the RF customs laws.

2.1.3.  On behalf and at the expense of the Declarant, provide payment of customs fees and otherdues provided by the RF customs laws in respect of the declared cargoes.

2.1.4.  Keep confidential any commercial classified information contained in the data providedby the Declarant.              

2.1.5.  Check the correctness  of the documents filled in by the Declarant,  and inform theDeclarant of any errors found. Request the necessary  additional data from the Declarant wherethe information is incomplete.

2.1.6.  By written agreement  with the Declarant, the Customs broker may pay the requiredcustoms fee, penalty, fine, or make other required payments with its own funds. In such cases, theDeclarant agrees to reimburse  the Customs broker's losses within 3 days after the invoice hasbeen issued by the Customs broker, to the amount of the payment actually made, taking intoaccount  the clauses of the p.3.2. of the Contact.

2.2. :  The Declarant  shall:

2.2.1.  Timely apply in writing, to the established form (Appendix 1), for the Customs broker'sservices, and issue an Authorization  (Appendix 2) to the Customs broker for performance by theCustoms broker of the obligations undertaken thereby under this Contract.

2.2.2.  Provide the Customs broker  with documents required for customs clearance  (Appendix3), and other information  needed by the Customs broker to perform its obligations under thisContract. Should the Declarant fail to provide such required information,  the Customs brokermay avoid starting to perform the appropriate obligations  until such information is provided.Any documents that bear no necessary data enabling customs clearance or performance  of otherobligations hereunder by the Customer representative  shall be deemed unprovided.

2.2.3.  Fully reimburse any documented costs and losses of the Customs broker incurred therebyin fulfilling its obligations  under this Contract, and penalties applied to the Customs  broker bythe customs authorities for any breach of the RF customs laws attributable to the Declarant or itspartners.

2.2.4.  Pay the Customs broker's invoices for services in proper time and in full.

2.2.5.  Immediately notify the Customs broker in case of cancellation of the ordered services. Thedate of notification will be regarded the date of acceptance of this notification by the Customsbroker.

2.2.6.  Keep the data confidential, and avoid disclosure of business information that may becomeknown to the Customs broker during the fulfillment of its order by the Customs broker.

2.2.7. By recommendation of the Customs broker, be present during the customs clearance andcustoms inspection of the qoods.

2.3.    The Customs broker may:

2.3.1. By agreement between the Parties, use its own funds for settlements with third parties.

2.3.2. Engage the third parties for performance of its undertaken obligations.

2.4. The Parties agree to avoid acting that might affect the interests of the other Party. The Partythat violates its commitments  by the Contract has to immediately correct the deviations andreimburse the losses in this case.

3.      PROCEDURE OF SETTLEMENTS

3.1.    An invoice issued in rubles in accordance with the effective price-list (Appendix 4) shallbe the basis for settlements  for the services provided by the Customs broker to the Declarant.

3.2.    When the Customs broker's  funds are used by agreement  between the Parties to pay thecustoms fees and other dues provided by the RF customs laws, the Declarant shall also pay theCustoms broker's costs of customs fees transfer to the amount of 10% of the amount transferred.

3.3.    The Declarant  pays the invoice issued by the Customs broker by transfer of moneyresources into the settlement  account of the Customs Broker no later than thirty bank days fromthe moment of invoice issuing. The invoice should be paid in rubles or in US dollars  accordingto the Russian Federation Central Bank exchange  rate on the date of invoice issuing. It is notsupposed to pay for services by available funds in cash desk of the Customs broker.

3.4. The Third parties may only pay for the Customs broker's services by prior written consent ofthe Parties. The Declarant  may pay for the Customs broker's services via its subsidiary or officewithout prior approval of the Customs broker.

3.5. In case of an overdue payment by the Declarant for the Customs broker's services, theCustoms broker may demand payment, and the Declarant agrees to pay a penalty of 0.1% of the outstanding amount per day of delay. The payment of such penalty shall not relieve theDeclarant of fulfilling its obligations bythe Contract in full, and shall not reduce the amount of its debt to the Customs broker.

3.6.    The date of receipt of the money at the Customs broker's settlement account shall bedeemed the date of payment.

3.7. Upon completion of the work related to the Declarant's applicant, the Customs broker shallissue to the Declarant  a Delivery and Acceptance Statement  for the work and services under theContract, and an invoice.

3.8.    The Declarant shall accept the work and services provided by the Customs broker bysigning the Delivery  and Acceptance Statement.

3.9.    The Declarant shall be deemed to have signed the Customs broker's Delivery andAcceptance Statement  in full, if it does not send the Customs broker a justified rejection ofsigning the Statement partly or in full within the three working  days from the moment ofaccordance the Statement.

4. LIABILITIES OF THE PARTIES

4.1.    General

4.1.1.  The Parties shall be liable for any default or improper fulfillment of their obligationshereunder in accordance with the RF laws.

4.1.2.  The Parties shall be relieved of the liability for partial or full default of their obligationshereunder if such default is the result of force majeure.

4.2.    Liability of the Customs broker

The Customs broker is liable for any delay in the performance of its obligations, if such delaywas through the Customs broker's fault and was not related to the actions of the  governmentalauthorities or any default by the Declarant from the moment of acceptance of the application forcustoms clearance and till the end of this procedure.

4.2.1. The Customs broker shall not be liable for:

•       non-observance  of the terms of transportation by the Carrier under improper registration ofthe cargo shipping documents.

•       delayed or impressed cargoes of the Declarant or for their return to the Declarant and for allunfavorable consequences to  the  Declarant if the Declarant has not provided the Customsbroker with the information needed to execute the customs and cargo shipping documents orprovided the Customs broker with  invalid data, or broke the Customs laws.

•       damage,  spoilage,  loss, destruction of the declared goods.

4.3.    Liability of the Declarant

4.3.1.  The Declarant shall be liable completely for the reliability and accuracy of information ordocuments provided to the Customs broker for customs clearance to the amount of lossesactually incurred by the Customs broker.

4.3.2.  The Declarant shall be liable to the amount of losses actually incurred by the Customsbroker,

•       if the Declarant or its partner outside Russia has shipped cargoes prohibited for import to orexport from Russia;

•       if  the Declarant has unreasonably refused to pay the Customs broker's invoices.

•       Under any other unfavorable to the Customs broker consequences connected with theDeclarant's services

5.      DISPUTE SETTLEMENT

5.1 The Parties agree to settle all disputes and controversies arising from this Contract bynegotiations.

5.2. Unsettled disputes shall be committed to the Arbitration of St. Petersburg and the LeningradRegion as per the RF legislation currently in force.

6.      TERM OF VALIDITY

6.1. The contract comes into force c on December, 01st  and will operate till  , th 2011 and interms of settlements between the Parties until the Parties have fulfilled all their obligations  underthis Contract.

6.2. This Contract may be canceled before the appointed time by agreement between the Parties.

6.3.    Any of the Parties may refuse to fulfill the Contract by notifying the other Party in writtenform three days in advance of the intended cancellation date. In this case, the liabilities that havearisen from the settlements between the Parties shall be met absolutely.

7.      FORCE MAJEURE

7.1.    The Parties shall be relieved of liability for default or improper fulfillment of theirobligations hereunder if they prove that such improper fulfillment of their obligations hereunderwas impracticable due to a force majeure event, i.e. an event extraordinary and inevitable underthe given circumstances. Classified as force majeure events may be floods, earthquake,snowdrifts, fires, and other natural disasters, hostilities, acts of terrorism, epidemics, dangers toair flight safety, strikes, stopped or restricted shipping along certain routes as may be required bygovernmental  authority acts, and in other cases provided in the RF laws. Where any of suchevents or their consequences has directly affected the fulfillment of the Parties' obligationswithin their deadline, such deadline shall be postponed pro rata by the effective time of the eventin question.

7.2.    The Party so rendered  unable to fulfill its obligations hereunder shall advise the otherParty in writing of the occurrence,  expected duration, and termination of the force majeure eventwithin 10 days from the day of occurrence / termination of such event.

7.3.    The fact of occurrence of a force majeure event shall be confirmed by a document issuedby a competent authority (Chamber of Commerce and lndustry).

8. MISCELLANEOUS

8.1. The Parties agree that all negotiations  and verbal or written arrangements preceding thesigning of this Contract, and all previously  signed contracts for similar services shall becomenull and void upon signing of this Contract.

8.2. In case of refusal from the services after the application acceptance (Appendix  No       ) bythe Customs broker, the Declarant has to pay all the Customs broker's costs related to suchrefusal.

8.3. If the Declarant breaks the Customs laws, the Customs broker has a right to refuse from itsfulfillment and cancel the ContraCt in a unilateral way.  In this case the Declarant reimburses tothe amount of losses actually incurred by the Customs broker .

8.4. Any amendments to, or revisions of the Contract shall only be valid when made in writingand signed by duly authorized persons.

8.5. All the appendices and supplements to this Contract  shall be the integral part thereof. 

  

8.6. This Contract shall be executed in two copies, one for each of the Parties, both equally valid.In case of any variant reading, the Contract in Russian has a prevalence.

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1  8.7. The Customs broker may provide a copy of this Contract authenticated with its seal to anyparties concerned.

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LEGAL ADDRESSES  AND IDENTIFICATION  DATA OF

THE PARTIES

ZAO Cargo Terminal Pulkovo

Principal office address: Pulkovskoye  sh. 37/4, St. 

Petersburg  196210,  Russia

Mailing address: Pulkovskoye  sh. 37/4, St. Petersburg,

196210,  Russia

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

(Stamp)

LEGAL ADDRESSES AND IDENTIFICATION DATA OF THE PARTIES

Baltia Airlines, Inc.

Principal office address: 

63-25 Saunders St., Ste 7i , Rego Park , NY 11374 USA

Mailing address: 95-01 63rd Drive, Rego park, NY, 11374         .

tel: 718-244-8880 , 1-718-275-2300 fax: 1-718-896-7971

President

(Position)

_Igor Dmitrowsky _

 /signed/  /stamp/

Appendix 1 

to the Contract for services No 0183/00-10 of

Application

for customs clearance

Cargo information:

Motor waybill, _____ _ Number of places, __ _ Weight~---

Description of goods:

Total cargo cost, _________ in foreign currency ____ ,

Information for customs clearance:

Regime claimed:

_IMPORT-goods purchasing; _IMPORT- gratuitous supply;

_EXPORT- goods selling; _EXPORT- gratuitous supply;

_TEMPORARY IMPORT I EXPORT; _ RE-IMPORT/RE-EXPORT;

_OTHER _______________________________ ,

Seller-Customer interconnection (if yes- what kind; no)____________________

Customs facilities _________________________________

Commission hereby ZAO "Cargo Terminal Pulkovo" to:

• carry out customs clearance and produce the goods to customs examination;

• perform calculations connected with cargo customs clearance;

• additionally ______________________ _

Customer:

   Full name

   Legaladdress_____________________________

   Telephone. , Fax. ________ _

A person responsible for filling in this application:

Position:_____________________________________

Name, Surname ________________________________

Telephones. _____________________ Fax ___________

Date ______

  Signature. _____ ,

   Stamp

Appendix 2

to the Contract for services NQ 0183/00-10 of

(filled in on the blank of the organization-settlor)

City ____ _

_____ 200_.

                           Warranty of authority No

      ________________________

       (Organization name)

in the person of ____________________________________

                 (Position, Name, Surname)

acting on the basis of _________________________ _

authorizes ZAO "Cargo Terminal Pulkovo" by this warranty of authority to:

• carry out customs clearance of the Settlor's cargo;

• on behalf and at the expense of the Settlor make customs payments and all other dues arising in

the process of customs clearance;

• represent on behalf of the Settlor in the custom authorities and other organs of state control.

The rights provided by this warranty of authority may be transferred partly or completely to some

other member of ZAO "Cargo Terminal Pulkovo" with no further right of transfer.

This warranty of authority is valid till"____" -------200_r.

Position: _____________ ; Signature __________

Stamp

Appendix 3

to the Contract for services No 0183/00-10 of

                           List of documents necessary for customs clearance of goods

1. State Statistics Committee Certificate

2. Bank Certificate of opening ruble and foreign currency accounts

3. Certificate with the Main State Registration Number

4. Certificate of being registered in the Tax inspection

• Tax inspection certificate of getting the identification number of a tax-payer is possible but nomore than 3 months

5. Transport documents (Documents of the vehicles transported the goods)

6. Invoice, invoice transfer

• Contract supply. A reference to the Contract should be in invoice

• Gratuitous supply .. A reference to the gratuitous supply should be in invoice. A country oforigin

of goods must be indicated. Receiving of extra information by fax is possible.

7. Documents conforming cargo cost (for export)

• Invoice copies

• Calculations, account certificates of the removal from the balance

8. Foreign trade contract, contract translation

• Addenda and appendixes on a certain cargo supply

9. Certificate of transaction

• At a contract supply. Certificate of transaction copy attested by the bank or the seller (forexport)

10. A Jetter to the Pulkovo Customs house

• Gratuitous supply. A letter with the request of the goods release with the number of thetransport

documents, cargo description, purpose of import, reasons of the gratuitous supply. The letter

must be signed by the Director or the Accountant general.

11. Goods description

• Information that permits to classify goods in accordance with the Foreign Economic Activity

Commodity Nomenclature ( purpose, working principle, sphere of application, manufacture

material, catalogues, technical description, passports on goods, Chamber of Commerce and

Industry statement of consultation or examination.

12. Industry and Entrepreneurship Development Center "Exkont" Statement (for export)

(Krapivnyi St.5, telephone number: 303-99-76,541-85-17, 541-86-47, fax 380-16-74)

• Depending on the goods code according to the Foreign Economic Activity Commodity

Nomenclature

13. Conformity certificate

• Depending on the goods code according to the Foreign Economic Activity Commodity

Nomenclature

14. Hygienic-sanitary statement

• Depending on the goods code according to the Foreign Economic Activity Commodity

Nomenclature

15. Permission license of some other state structures

• Depending on the goods code according to the Foreign Economic Activity Commodity

Nomenclature

16. Certificate of origin (form A)

• Depending on the goods code according to the Foreign Economic Activity Commodity

Nomenclature and country of origin.

17. Payment draft

• On payment of customs fees

18. Warranty of authority

• Appendix 2 to the Contract

19. Application for cargo handling

• Appendix 1 to the Contract

Appendix 4

to the Contract for services No- 0183/00 -10 0 f

Price-list of services for customs clearance of goods (in rubles without VAT)

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]